Schedule 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
ELECTRIC CITY CORP.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
284868106
(CUSIP Number)
PAUL M. SHERIDAN
LEAF MOUNTAIN COMPANY, LLC
190 S. LASALLE STREET, SUITE 1700
CHICAGO, ILLINOIS 60603
312-346-4101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 30, 2004
(Date of Event which Requires Filing of this Statement)
284868106
CUSIP No.
1. Names of Reporting Persons. I.R.S. Identification Nos.
of above persons (entities only).
LEAF MOUNTAIN COMPANY, LLC
36-4001435
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
N/A
6. Citizenship or Place of Organization
Illinois
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power
2,915,697
8. Shared Voting Power
N/A
9. Sole Dispositive Power
2,915,697
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,915,697
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
7.1% BASED ON 40,922,021 OUTSTANDING
14. Type of Reporting Person (See Instructions)
00 - LIMITED LIABILITY COMPANY
This Amendment No. 1 (this "Amendment") to the Schedule 13D
(the "Original Schedule 13D") that was filed on December 10,
2001 related to the acquisition of Common Stock of Electric City
Corp. (the "Company") by Leaf Mountain Company, L.L.C. ("Leaf
Mountain"). Except as set forth in this Amendment, the
information contained in the Original Schedule 13D has not been
changed.
Item 4. Purpose of Transaction
As reported on the Original Schedule 13D, Leaf Mountain
acquired for investment purposes $3,000,000 of the Company's
securities, consisting of 300,000 shares of Series A Convertible
Preferred Stock ("Series A Preferred Stock"), warrants to
purchase 75,000 shares of Series A Preferred Stock (the
"Preferred Warrant"), 45,122 shares of Common Stock and warrants
to purchase 421,875 shares of Common Stock pursuant to the
Securities Purchase Agreement. From the time of the filing of
the Original Schedule 13D and through March 19, 2004, Leaf
Mountain acquired 68,770 shares of Series A Preferred Stock
through the Company's issuance of stock dividends, allowed the
Preferred Warrant to lapse and converted 45,000 shares of Series
A Preferred Stock into 450,000 shares of Common Stock.
This Amendment is being filed in connection with the
redemption and exchange transaction that was consummated on
March 19, 2004 (the "Redemption Transaction"). Pursuant to the
terms of that certain Redemption and Exchange Agreement dated
March 19, 2004 (the "Redemption and Exchange Agreement), by and
among the Company, Leaf Mountain and the other holders of
preferred stock (the "Other Investors"), Leaf Mountain allowed
the Company to redeem 116,307 shares of Series A Preferred Stock
and to exchange its remaining 207,463 shares of Series A
Preferred Stock for 20,746 shares of Series E Convertible
Preferred Stock ("Series E Preferred Stock").
As of March 31, 2004, Leaf Mountain acquired 816 shares of
Series E Preferred Stock through the Company's issuance of stock
dividends to the holders of Series E Preferred stock.
This Amendment is also being filed in connection with a
10(b)5-1 Plan program of sales which commenced on April 1, 2004
and will continue through June 30, 2004 (the "10(b)5-1 Plan
Transactions"). Through 10(b)5-1 Plan Transactions, Leaf
Mountain intends to sell 7,500 shares of Common Stock per day
with certain limits on the minimum price. As of April 30, 2004,
Leaf Mountain has sold 157,500 shares of Common Stock at an
average per share price of approximately $1.86.
After the completion of the 10(b)5-1 Plan Transactions,
Leaf Mountain expects to evaluate on a continuing basis its
goals and objectives and general economic and equity market
conditions, as well as the Company's business operations and
prospects. Based on such evaluations, from time to time in the
future, Leaf Mountain may (1) convert the Series E Preferred
Stock into Common Stock or (2) exercise the warrants to purchase
Common Stock for investment purposes. Leaf Mountain may also
make additional purchases of the Company's Common Stock. Leaf
Mountain may, subject to the Investor Rights Agreement (defined
below) and the Stock Trading Agreement (defined below), from
time to time sell all or a portion of the Common Stock that it
now holds either in private placements and/or in the open market
pursuant to Rule 144 or registrations effected by the Company
for Leaf Mountain and/or the Other Investors and/or pursuant to
Regulation S and other available exemptions from the
registration requirements of the Securities Act of 1933.
Except as set forth above, neither Leaf Mountain nor, to
the knowledge of Leaf Mountain, John J. Jiganti has any plans or
proposals that relate to or would result in any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule
13D. Leaf Mountain, however, may at any time and from time to
time, review or reconsider its position with respect to any of
such matters.
Item 5. Interest in Securities of the Issuer
(a) - (c) As outlined above, as of March 19, 2004, prior
to consummation of the Redemption Transaction, Leaf Mountain
beneficially owned 4,415,697 shares of Common Stock, on a
converted basis through the following holdings:
(1) 323,770 shares of Series A Preferred Stock which
are convertible into Common Stock on a ten-for-one basis;
(2) 495,122 shares of Common Stock; and
(3) Warrants to purchase 421,875 shares of Common
Stock.
In connection with the Redemption Transaction, the Company
redeemed 116,307 shares of Series A Preferred Stock at a price
of $13.00 per share and exchanged 207,463 shares of Series A
Preferred Stock for 20,746 shares of Series E Convertible
Preferred Stock. Following the consummation of the Redemption
Transaction, Leaf Mountain beneficially owned 2,991,597 shares
of Common Stock, on a converted basis through the following
holdings:
(1) 20,746 shares of Series E Preferred Stock which
are convertible into Common Stock on a one hundred-for-one
basis;
(2) 495,122 shares of Common Stock; and
(3) Warrants to purchase 421,875 shares of Common
Stock.
As of March 31, 2004, Leaf Mountain acquired 816 shares of
Series E Preferred Stock through the Company's issuance of stock
dividends to the holders of Series E Preferred stock.
In connection with the 10(b)5-1 Plan Transactions through
April 30, 2004, Leaf Mountain has sold 157,500 shares of Common
Stock at an average per share price of approximately $1.86. As
of April 30, 2004, Leaf Mountain beneficially owned 2,915,697
shares of Common Stock, on a converted basis through the
following holdings:
(1) 21,562 shares of Series E Preferred Stock which
are convertible into Common Stock on a one hundred-for-one
basis;
(2) 337,622 shares of Common Stock; and
(3) Warrants to purchase 421,875 shares of Common
Stock.
Based on the 40,922,021 outstanding shares of Common Stock
as of March 23, 2004 as reported in the Company's Form 8-K
disclosing the Redemption Transaction, the shares of Common
Stock beneficially owned by Leaf Mountain represent
approximately 7.1% of the Company's outstanding shares of Common
Stock. Leaf Mountain has sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of any
Common Stock beneficially owned by Leaf Mountain.
(d) No person other than Leaf Mountain has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock
beneficially owned by Leaf Mountain.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Redemption Transaction was effected by the Company on
March 19, 2004 pursuant to the Redemption and Exchange
Agreement. In connection with the Redemption Transaction, Leaf
Mountain received shares of Series E Preferred Stock of the
Company. The Company, Leaf Mountain and Other Investors also
entered into an Amended and Restated Stockholders Agreement (the
"Amended Stockholders Agreement"), an Amended and Restated
Investor Rights Agreement (the "Amended Investor Rights
Agreement"), and an Amended and Restated Stock Trading Agreement
(the "Amended Stock Trading Agreement").
The Series E Preferred Stock is convertible at any time, at
the option of the holder, into shares of Common Stock at an
initial conversion rate of 100-for-one, subject to adjustment
for certain dilutive issuances by the Company. Each outstanding
share of Series E Preferred Stock is entitled to dividends at a
rate of 6% per year of its stated value, which is $100.00, and
to receive upon a liquidation of the Company proceeds equal to
at least two times the stated value before any payments are made
to holders of the Company's Common Stock. The Company may pay
dividends in cash or additional shares of Series E Preferred
Stock.
Pursuant to the terms of the Series E Preferred Stock and
the Amended Stockholders Agreement, the holders of Series E
Preferred Stock have the right to elect up to four directors to
the Company's board of directors, subject to reduction based on
the number of shares of Series E Preferred Stock outstanding.
Pursuant to the terms of the Series E Preferred Stock and the
Amended Stockholders Agreement, the holders of Series E
Preferred Stock have the right to approve certain major
corporate and operational actions proposed to be undertaken by
the Company, depending on the number of shares of Series E
Preferred Stock outstanding.
Pursuant to the terms of the Amended Stockholders
Agreement, while Leaf Mountain holds 10,000 or more shares of
Series E Preferred Stock, Leaf Mountain has the right to
designate one individual to serve as a Board Observer. Leaf
Mountain is not currently exercising this right.
Pursuant to the terms of the Amended Investor Rights
Agreement, Leaf Mountain and the Other Investors together have
the right to require the Company to register the shares of
Common Stock that are held by them or that are issuable to them
upon the conversion or exercise of the Series E Preferred Stock,
any warrants to purchase shares of Series E Preferred Stock, and
certain warrants to purchase shares of Common Stock. Leaf
Mountain and Other Investors, as a group, have the right to
demand an aggregate of four registrations, provided that each
registration includes Common Stock representing a value of at
least $5,000,000. Leaf Mountain and the Other Investors are
also entitled to certain customary "piggyback" registration
rights. Leaf Mountain and the Other Investors have been granted
preemptive rights with respect to future sales by the Company of
any shares of its capital stock, or any securities convertible
into or exercisable for any shares of its capital stock, to
allow such parties to maintain their percentage ownership
interests in the Company. While holding at least 750,000 shares
of Common Stock (on a fully converted and exercised basis), Leaf
Mountain has an independent right to demand one registration.
Pursuant to the terms of the Amended Stock Trading
Agreement, which becomes effective upon the expiration of the
existing Stock Trading Agreement on September 7, 2004, Leaf
Mountain and Other Investors may not sell shares of Common Stock
at any time that the closing market price of the Company's
Common Stock is less than $4.00 per share without complying with
certain volume and sale price restrictions. Transfers to
affiliates or effected through private transactions outside of
any securities exchange are not subject to the trading
restrictions, provided that the transferee in any such transfer
is required to become a party to and subject to the restrictions
of the Amended Stock Trading Agreement. The Amended Stock
Trading Agreement will terminate on September 7, 2007.
Copies of the Redemption and Exchange Agreement, the
Amended Stockholders Agreement, the Amended Investor Rights
Agreement and the Amended Stock Trading Agreement are filed with
this Amendment as Exhibits 1, 2, 3 and 4 respectively, each of
which is hereby incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
EXHIBIT
NO. DESCRIPTION
1. Redemption & Exchange Agreement dated as of March 19, 2004
by and among Electric City Corp., Leaf Mountain Company, LLC and
the Other Investors.
2. Amended and Restated Stockholders Agreement dated as of
March 19, 2004 by and among Electric City Corp., Leaf Mountain
Company, LLC and the Other Investors.
3. Amended and Restated Investor Rights Agreement dated as of
March 19, 2004 by and among Electric City Corp., Leaf Mountain
Company, LLC and the Other Investors.
4. Amended and Restated Stock Trading Agreement dated as of
March 19, 2004 by and among Electric City Corp., Leaf Mountain
Company, LLC and the Other Investors.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: May 11, 2004 LEAF MOUNTAIN COMPANY, L.L.C.
By:_/s/ John J. Jiganti
John J. Jiganti
Its Manager